General Terms & Conditions – March 2019
LMBD is a law firm consisting of LMBD bv cvba/sc scrl, having its registered office located at 1170 Brussels (Belgium), Terhulpensesteenweg 177 / 7 Chaussée de la Hulpe, enterprise / VAT no. BE 0830.599.716 (Brussels).
1. The present general conditions apply to all services rendered by all attorneys of the law firm LMBD (hereinafter “LMBD”). Conflicting terms or conditions of the client (or any third party bearing the financial burden of our services and charges, such as shared services centers or insurance companies) will not apply, save with the express prior and written consent of LMBD.
2. The fact that LMBD accepts an assignment from a client does not imply any obligation either for LMBD or for the client with respect to the involvement of LMBD in other matters of the client. In the event that the client is a law firm, no direct relationship between LMBD and that third law firm’s client will be deemed to have arisen. The client will inform LMBD as soon as possible when he/she/it learns about a conflict of interest or about any circumstance that would prevent LMBD from assisting said client. LMBD will do the same. LMBD and the client each have the discretionary right to terminate the assignment of LMBD in writing at any time. In this case, all fees and costs of LMBD, whether already invoiced or not, will become immediately payable.
3. LMBD attorneys have a duty of professional secrecy and must comply with the rules of ethics of their respective bars. All correspondence, advice, opinions, procedure documents, etc. (the “Documents”) are transmitted by LMBD to its clients under the express condition that such clients maintain the confidential nature of the Documents. Client may only forward a Document (or the content thereof) to third parties with the express prior and written approval of LMBD. LMBD will use reasonable efforts to protect the confidential nature of the Documents, however will not be liable for any unwanted disclosures which may accidentally occur.
Essential Documents in principle are archived with LMBD for the period provided by applicable law and/or Bar regulations, however never for a shorter period than five years following the last service rendered (but without prejudice to possible transfer of files and matters to other law firms or attorneys).
4. All Documents produced by LMBD are protected by intellectual property rights and may under no circumstance be used or reproduced without the express prior and written consent of LMBD. All Documents are drafted for a specific situation and a specific client and they cannot therefore be transposed or applied to other situations or other persons, without a new analysis by LMBD or other counsel.
5. Except if there is an agreement between LMBD and the client to proceed otherwise, LMBD shall invoice its services at its usual hourly rates, plus the expenses directly related to the matter and lump sum general office charges. Hourly rates may be adapted from time to time, without prior notice from LMBD. Applicable rates at any given time will be communicated upon simple request. Fees and certain charges of LMBD are subject to VAT, as per applicable law. Services rendered by LMBD are deemed to be rendered in the framework of the client’s professional activities, unless the client advises LMBD otherwise. Fee quotes and hourly rate quotes do not include VAT, unless otherwise stated. LMBD reserves the right to ask for a retainer (“provision” / “provisie”) before starting to perform its services. When appropriate, elements other than logged time can be taken into account in order to determine the fees (for instance, the nature of the services, the results obtained, the urgent nature of the assignment, etc.).
6. The invoices of LMBD are in Euros and shall be payable 30 days after the date of the invoice, without discount, at the registered office of LMBD bv cvba/sc scrl, as indicated on the invoice, or into the bank account mentioned on the invoice. If an invoice is not paid within 30 days, (i) LMBD may suspend or terminate its services, with immediate effect and in compliance with the applicable rules of ethics of the Bars of Brussels and/or Bruges (as applicable) and (ii) interest on late payment will be due in accordance with the Belgian Statute of August 2, 2002, starting as from the date of the invoice, without prior notice being required. Objections concerning the invoice have to be directed in writing to LMBD within 10 days after the receipt of the invoice. Failing such written notification within said period, the invoice will be deemed to be irrevocably accepted.
7. The possible liability of LMBD (either contractually or in tort or otherwise) vis-à-vis its clients and third parties, and the liability of all the attorneys and administrative staff who are either part of LMBD or work for the account of LMBD, are limited at all times to the amounts actually paid out for that particular liability matter by the relevant insurer(s) covering the professional liability of the relevant attorney(s) of LMBD in the relevant case. In the event and to the extent that no monies are paid out under the professional liability insurance for any reason whatsoever, the liability of LMBD and the liability of all the attorneys and administrative staff who are either part of LMBD or work for the account of LMBD, will be limited to three times the aggregate amount of the fees invoiced and effectively received in the relevant case by LMBD during a period of twelve months preceding the fact which gives rise to LMBD’s liability. The applicable insured amount and the terms and conditions of the relevant insurance policies will be provided by LMBD at client’s first request and amounts, in principle, to EUR 10,000,000 (situation on February 1, 2019). Under penalty of forfeiture, any claim against LMBD and/or any attorney or member of staff that is part or has performed work for the account of LMBD has to be notified in writing to LMBD within one year after the date on which the services which are the basis of such claim have been rendered.
The professional liability of LMBD cvba/scrl is insured with AMLIN EUROPE NV through Vanbreda Risk & Benefits, policy number LXX034899 (collective insurance “civil professional liability”). Amlin Europe N.V., N.V. governed by the laws of The Netherlands, has its Belgian branch office at the following address : 1210 Brussels, Koning Albert II laan 9, enterprise no. 0.416.056.358. A supplemental professional liability insurance was entered into by LMBD cvba/scrl with AIG Europe Ltd., limited liability company governed by the laws of England and with company number 01486260, having its Belgian branch located at 1050 Brussels, Pleinlaan 11, entreprise no. 0847.622.919, policy number BF33000455. These policies contain a worldwide coverage, with some limitations for the USA and Canada and subject to the precise terms and exceptions under these policies. The coverage relates to civil liability for damages or losses suffered by third parties, including clients, as a result of acts in the performance of the profession of lawyer, as well as (inter alia) the activities of arbitrator in legal matters, fee taxations, lawyer-mediator and a certain number of judicial functions.
In the event of urgent requests, LMBD may not be able to verify all relevant facts and/or carry out the normally required legal researches and/or duly consider the matter. When, upon the client’s request, LMBD nevertheless renders advice in any such urgent matter, this will be to the best of its ability given the limited timeframe. However, LMBD shall never be liable, for any matter or reason whatsoever, for any potential oversight or for any mistake due to the urgency.
8. The client shall hold LMBD, the attorneys and staff who are part of LMBD and/or the attorneys and staff who work for the account of LMBD, harmless against any claim made by a third party and which is based on the services rendered by LMBD for the account of the client, unless in the event of gross negligence by LMBD.
9. With a view to optimizing the quality and/or cost of services and/or in cross-border matters, LMBD may elect to entrust certain specific assignments to other attorneys or experts who are not part of LMBD, without approval and without notice to the client.
10. Due to European Union Know-Your-Client rules, among others, LMBD is legally obliged to obtain certain documents and information about the client. The client must provide said information and documents at the first request from LMBD.
In addition, LMBD and its attorneys, as all Belgian law firms and attorneys, are subject to certain anti-money laundering rules and obligations, which are of a mandatory nature. Such rules and obligations may, i.a., oblige LMBD to obtain additional information, e.g., with respect to the client’s UBOs (ultimate beneficial owners), which the client undertakes to provide upon first request from LMBD.
In order to carry out its role as lawyer in the cases entrusted to it, or to continue its relations, contractual or otherwise, LMBD collects certain data, namely the identity (surname, first name, function) as well as, if necessary and according to the needs, certain contact information (address, telephone number, email address, VAT number, bank account, etc.) and other personal data (such as copy of passport, marital status, financial situation, writings, personal history, etc.). These data are necessary to the practice of the legal profession and/or the adequate treatment of the cases which are entrusted to LMBD. They are processed in accordance with EU and national data protection laws. The controller of these data is LMBD, tel. +3226632800.They will be treated by LMBD for the purposes of the relation and/or the practice of the legal profession and, where appropriate, by a third party (for example, a carrier, a bailiff, a correspondent attorney, a provider of IT services, LMBD’s accountants). They will be kept throughout the duration of the relation, and/or of the case, and at least ten years after the end of it due to the obligations of LMBD as a lawyer’s firm. The data subject has the right to be informed on the purposes for which his/her data will be processed and as to who will have access to his/her data. The data subject has the right to object to the processing of his/her personal data and to request that it would be limited without making it impossible to perform the lawyer’s duties or the proper treatment of the case. The data subject has the right to access the data LMBD has recorded and to request corrections or even deletion, within the same limits. The data subject has the right to receive, or have transmitted to a third party, all personal information about him/her, in a portable and readable format, within the same limits. In case of doubt, the data subject can contact LMBD, or file a complaint with the Data Protection Authority: Rue de la Presse 35, 1000 Brussels, tel.: +322 274 4800 or firstname.lastname@example.org
11. The client shall not enter into a settlement according to the Statute relating to the continuity of undertakings nor file any application for judicial reorganization or bankruptcy (or any similar procedure) without giving prior notice in writing to LMBD, at least three working days before the execution of the settlement or the filing of the application.
12. The agreement between LMBD and the client is governed by Belgian law (excluding its conflict of law provisions which would lead to the application of any other law). In case of a dispute, the courts of Brussels, Belgium, have exclusive jurisdiction, without prejudice to the right of LMBD to file suit in the courts of the place of residence or of the registered seat of the client and without prejudice to certain Bar regulations which may impose the intervention of the Bar authorities.
13. If all or part of one of the provisions of these terms and conditions is declared to be null and void, or unenforceable, such will have no impact on the validity of the other provisions.